SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SCHRODER VENTURE MANAGERS LTD

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Solexa, Inc. [ SLXA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/12/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1)(2) 07/12/2005 A 1,425 A (9) 2,120,920 I See Footnote(2)(8)
Common Stock(1)(3) 07/12/2005 A 607 A (9) 903,290 I See Footnote(3)(8)
Common Stock(1)(4) 07/12/2005 A 162 A (9) 240,722 I See Footnote(4)(8)
Common Stock(1)(5) 07/12/2005 A 41 A (9) 60,993 I See Footnote(5)(8)
Common Stock(1)(6) 07/12/2005 A 176 A (9) 261,232 I See Footnote(6)(8)
Common Stock(1)(7) 07/12/2005 A 22 A (9) 32,720 I See Footnote(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SCHRODER VENTURE MANAGERS LTD

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHRODER VENTURES MANAGERS INC

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II LP1

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Schroder Ventures International Life Sciences Fund II L.P.2

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Schroder Ventures International Life Sciences Fund II L.P.3

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Schroder Ventures International Life Sciences Fund II Strategic Partners L.P.

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILITON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SV (Nominees) LTD as Nominee of Schroder Ventures Investments LTD

(Last) (First) (Middle)
22 CHURCH STREET

(Street)
HAMILTON HM 11 BERMUDA D0 0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares were issued in connection with the reallocation of an aggregate of 7,198 shares of common stock of Solexa, Inc. (the "Company") to the former shareholders of Solexa Limited in connection with the business combination between the Company and Solexa Limited completed on March 4, 2005 (the "Merger").
2. These shares are owned directly by Schroder Ventures International Life Sciences Fund II L.P.1 ("ILSF LP1"). Schroder Venture Managers Inc. ("SVMI"), the general partner of ILSF LP1, and Schroder Venture Managers Limited ("SVML"), fund manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP1 except to the extent of any pecuniary interest therein.
3. These shares are owned directly by Schroder Ventures International Life Sciences Fund II L.P.2 ("ILSF LP2"). SVMI, the general partner of ILSF LP2, and SVML, fund manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP2. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP2 except to the extent of any pecuniary interest therein.
4. These shares are owned directly by Schroder Ventures International Life Sciences Fund II L.P.3 ("ILSF LP3"). SVMI, the general partner of ILSF LP3, and SVML, fund manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP3. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP3 except to the extent of any pecuniary interest therein.
5. These shares are owned directly by SITCO Nominees Ltd. - VC 01903 as Nominee for Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme ("Co-Invest"). SVMI and SVML, fund manager to SVMI, may be deemed to share voting and dispositive power over the shares held by Co-Invest because of a contractual relationship between Co-Invest and SVMI. SVMI and SVML disclaim beneficial ownership of shares held by Co-Invest except to the extent of any pecuniary interest therein.
6. These shares are owned directly by SV (Nominees) Limited as Nominee for Schroder Ventures Investments Limited ("SVIL"). SVMI and SVML, fund manager to SVMI, may be deemed to share voting and dispositive power over the shares held by SVIL because of a contractual relationship between SVIL and SVMI. SVMI and SVML disclaim beneficial ownership of shares held by SVIL except to the extent of any pecuniary interest therein.
7. These shares are owned directly by Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. ("Strategic Partners", and together with ILSF LP1, ILSF LP2, ILSF LP3, Co-Invest, SVIL and Strategic Partners, the "Funds"). SVMI, the general partner of Strategic Partners, and SVML, fund manager to SVMI, may be deemed to share voting and dispositive power over the shares held by Strategic Partners. SVMI and SVML disclaim beneficial ownership of shares held by Strategic Partners except to the extent of any pecuniary interest therein.
8. Each Fund may be deemed to beneficially own the shares held by the other Funds because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any Fund except to the extent of any pecuniary interest therein.
9. An indeterminable percentage of the consideration exchanged by the Funds in connection with the Merger represents consideration for these shares.
/s/ Gary Carr 07/15/2005
/s/ Douglas Mello 07/15/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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